ARTICLE III – BOARD OF DIRECTORS

Section 1: Election number and term of directors

The business, property and affairs of the Corporation shall be managed by a Board of Directors, (sometimes referred to as the Board) consisting of President, President-elect, Secretary, Treasurer and Past President as Officers, plus three (3) Directors at Large. Board Members at large shall be elected as terms expire by a majority vote of the members present at the Annual members’ meeting. The President shall serve as Chairman of the Board of Directors. Directors shall be members of the Corporation.

Section 2: Removal

Any Director may be removed before the completion of his or her term by a two-thirds vote of the entire Board of Directors at a special meeting of the Board, whenever such removal is considered by the Board to be in the best interest of the Corporation. Any officer may be removed with or without cause by a two-thirds vote, by all of the members of the Corporation at any meeting of members.

Section 3: Vacancies

Any mid-term vacancy in the Board of Directors shall be filled by election made by majority of the remaining Board of Directors, though less than a quorum. Each Officer elected shall serve the unexpired term left by the departing Officer.

Section 4: Annual meeting

The Annual Meeting of the Board of Directors shall be held at the regular Annual Meeting of the Academy.

Section 5: Special meetings

Special meetings of the Board of Directors shall be held whenever called by the Chairman or any Director, at such time and place as may be specified in the Notice. The Secretary shall send all notices.

Section 6: Regular meetings

Regular meetings of the Board of Directors shall be held at the registered office of the Academy or as otherwise designated by the President.

Section 7: Notice of meetings

Notice of the time and place of each annual and special meeting of the Board of Directors shall be given by mail, telephone or electronically at least three days prior to the time of holding the meeting. If mailed, such notice shall be deemed to be given at the time that the same shall be mailed. Neither the business to be transacted at, nor the purpose of, any special or regular meeting of the Board need be specified in the notice of such meeting. Notice may be waived as provided.

Section 8: Waiver of notice

Notice of the time, place or purpose of any meeting of the Board of Directors, may be waived in writing or electronically before or after such meeting has been held. The presence of a Director at a meeting shall constitute waiver of notice.

Section 9: Electronic meetings of the board

Officers may participate in a meeting of the Board of Directors through the use of a conference telephone or other electronic equipment by which all persons participating in the meeting can hear each other or read each other’s words provided that all participants in the meeting are advised of the use of such equipment and that the names of all participants in the conference are disclosed to all the participants. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting of the Board. Members of the Board of Directors may likewise participate in a meeting of the Board of Directors through the use of computer on-line communication. A vote held during a computer-generated meeting will be considered a roll call voice vote and treated as such. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting of the Board.

Section 10: Quorum of directors

At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and except as otherwise provided in the Articles or By-Laws. The act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present may adjourn the meeting from time to time without notice other then announcement at the meeting until a quorum shall be present.

Section 11: Action by unanimous consent without meeting

Unless otherwise restricted by the Articles of Incorporation of these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if, prior to such action being effective, a written consent is signed by all members of the Board and such written consent is filed by the minutes of the Corporation.

Section 12: Dissents

A Director who is present at a meeting of the Board, at which action on a corporate matter is taken, is presumed to have concurred in that action unless his or her dissent is entered in the minutes of the meeting or unless he or she files his or her written dissent to the action with the person acting as Secretary of the meeting before or promptly after the adjournment. The right to dissent does not apply to a Director who voted in favor of the action. A Director who is absent from a meeting of the Board at which any such action is taken is presumed to; have concurred in the action unless he or she files his or her dissent with the Secretary of the Corporation within a reasonable time after he or she has knowledge of the action.

Section 13: Compensation of the board

Directors shall serve without compensation, but Directors may be reimbursed for direct expenses, as agreed upon by a vote of a quorum of the Directors.


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